License Terms And Conditions Template for Philippines

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Key Requirements PROMPT example:

License Terms And Conditions

"I need License Terms and Conditions for a software development company based in Manila, planning to license our new enterprise resource planning software to corporate clients across Southeast Asia starting March 2025, with specific requirements for data privacy compliance and source code protection."

Document background
License Terms and Conditions are essential legal instruments in the Philippine business environment, used to formalize the permission granted by intellectual property owners to users of their assets. This document is crucial when any business or individual wishes to grant others the right to use their intellectual property, software, content, or proprietary materials while maintaining ownership rights. The terms must comply with Philippine regulations, including the Intellectual Property Code (RA 8293), E-commerce Act (RA 8792), and Data Privacy Act (RA 10173). The document typically includes comprehensive provisions covering usage rights, territorial restrictions, payment terms, confidentiality obligations, and dispute resolution mechanisms. It's particularly important in technology transactions, content distribution, and software licensing, where clear terms of use and protection of intellectual property rights are paramount.
Suggested Sections

1. Parties: Identification of the licensor and licensee with complete legal names and addresses

2. Background: Context of the agreement, nature of the licensed property, and general purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and permitted uses

5. License Fee and Payment Terms: Financial terms, payment schedule, and payment methods

6. Term and Termination: Duration of the license, renewal terms, and grounds for termination

7. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements

8. Obligations of the Licensor: Licensor's responsibilities including support, maintenance, and updates

9. Obligations of the Licensee: Licensee's responsibilities including usage restrictions and compliance requirements

10. Warranties and Representations: Guarantees provided by both parties regarding the licensed property and their authority

11. Limitation of Liability: Scope of liability limitations and exclusions

12. Confidentiality: Protection of confidential information exchanged during the license period

13. Governing Law and Jurisdiction: Application of Philippine law and jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement

Optional Sections

1. Data Protection and Privacy: Required when personal data processing is involved, ensuring compliance with the Data Privacy Act

2. Quality Control: Necessary for trademark licenses or when maintaining quality standards is crucial

3. Source Code Escrow: For software licenses where source code protection is required

4. Training and Support: When the license includes technical support or training services

5. Export Control: For licenses involving international usage or transfer of technology

6. Insurance: When specific insurance coverage is required for the licensed property

7. Audit Rights: When verification of usage or royalty calculations is necessary

8. Localization Rights: For content that may need to be adapted for local Philippine market

Suggested Schedules

1. Schedule 1 - Licensed Property: Detailed description of the licensed property, including technical specifications

2. Schedule 2 - Fee Schedule: Detailed breakdown of license fees, royalty calculations, and payment terms

3. Schedule 3 - Technical Requirements: Technical specifications, system requirements, or compatibility requirements

4. Schedule 4 - Service Level Agreement: Performance metrics and service standards if applicable

5. Schedule 5 - Approved Sub-licensees: List of approved sub-licensees if sub-licensing is permitted

6. Appendix A - Usage Guidelines: Detailed guidelines for proper use of the licensed property

7. Appendix B - Support and Maintenance Terms: Detailed terms for technical support and maintenance services

8. Appendix C - Territory Restrictions: Specific geographical restrictions or permissions for license use

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Digital Media

Entertainment

Publishing

Education

Healthcare

Financial Services

Manufacturing

Retail

Telecommunications

Professional Services

Research and Development

E-commerce

Gaming

Relevant Teams

Legal

Intellectual Property

Compliance

Business Development

Product Development

Information Technology

Operations

Risk Management

Commercial

Procurement

Research and Development

Content Management

Software Development

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Manager

Contract Administrator

Business Development Manager

Chief Technology Officer

Product Manager

Compliance Officer

IP Rights Administrator

Commercial Director

Software Development Manager

Content Licensing Specialist

Risk Manager

Operations Director

General Counsel

Industries
Intellectual Property Code of the Philippines (Republic Act No. 8293): Primary legislation governing intellectual property rights, including copyright, trademarks, and patents. Essential for defining the scope of licensed rights and protection of intellectual property.
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental principles of contract law, including formation, validity, and enforcement of contracts. Crucial for establishing the basic legal framework of the license agreement.
Electronic Commerce Act of 2000 (Republic Act No. 8792): Governs electronic transactions and digital signatures, crucial for online license agreements and digital delivery of licensed content.
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer rights and interests, particularly important if the license agreement is B2C (Business-to-Consumer).
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and storage of personal information, relevant for license agreements involving user data or personal information.
Price Act (Republic Act No. 7581): Regulates pricing and price-related terms, important for license fee structures and pricing mechanisms in the agreement.
Competition Act (Republic Act No. 10667): Ensures fair competition and prevents anti-competitive practices, relevant for license terms that might affect market competition.
Rules of Court: Governs dispute resolution procedures and enforcement of contracts, important for dispute resolution clauses in license agreements.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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